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representative identified on Schedule A (“Representative”). WHEREAS, Company is the business of manufacturing ____________________ (“Products”) and desires to retain the Representative’s service and avail itself of the Representative’s experience and ability; and WHEREAS, the Representative desires to market the Products of Company and receive commissions for sales thereof: The parties therefore agree as follows: Section 1 Appointment of Representative and Rights of Company to Solicit 1.1 Appointment. Company hereby appoints Representative, and Representative hereby accepts appointment, as an exclusive commissioned sales representative to solicit orders for Products within the Territory as assigned to Representative by Company as set forth on Schedule A, under and subject to the terms and conditions of this Agreement, including but not limited to fulfillment of Representative’s obligations as set forth in Section 2. Rights of Company to Solicit Sales. Company may directly solicit sales of Products to customers located in the Territory during the term of this Agreement. Section 2 Obligations of Representative 2.1 Sales Activities. (a) (b) understood that the costs of attending such meetings and sessions incurred by Representative, such as travel costs, lodging and meals will be shared by Company and Representative from time to time; Representative will:
regularly and diligently solicit, contact and call upon potential customers and users of Products located in the Territory; attend all sales meetings and training sessions, if any, conducted by Company from time to time for Company‘s sales representatives, it being
Responsibility for Expenses. Except as otherwise provided in this Agreement, Representative pay all costs (including travel and marketing costs) and expenses incurred by Representative in connection with the fulfillment of any of its obligations under this Agreement including all withholding taxes and contributions for its employees; 2.3 Maintain Records. (a) Representative will:
maintain and furnish, on a confidential basis, to Company, upon request, complete, accurate, and current records sufficient to evaluate Representative’s performance of, and compliance with, its obligations under this Agreement, including, but not limited to, records demonstrating or identifying orders for Products, sales calls concerning Products and customers complaints and suggestions to Representative concerning Products; and (b) permit Company, its agents and representatives to inspect Representative’s books and records during regular business hours for the purpose of ascertaining Representative’s performance of and compliance with its obligations under this Agreement.
Appointment of Subcontractor. Representative will not appoint any subrepresentative, agent, or independent contractor to perform any of Representative’s obligations under this Agreement without Company‘s prior written consent which Company may be withhold in its sole discretion; Collections Assistance. Representative will provide assistance as requested by Company in connection with the collection of any amounts owed to Company for the sale of any Product to any customer located in the Territory; Compliance with Applicable Laws. Representative will comply with, and render all assistance to Company necessary to ensure that Company is in compliance with, all federal, state, and local laws, ordinances, rules, and regulations applicable in connection with the sale or use of any Product in the Territory of the fulfillment of Representative’s obligations under this Agreement; Use of Trademarks. (a) Representative will:
display Company’s trademarks, tradenames, servicemarks, servicenames, slogans, labels, logos, titles, insignias, and other commercial symbols (“Marks”) set forth on Schedule A only on behalf of and for the sole benefit of Company and in the manner as Company requires; submit to Company for approval prior to any use, any advertisement, sales literature, publication or promotional material referring to Company or any Products or Marks;
Representative will require its employees to make the same covenant as prescribed in Section 3. any trade name. Company‘s business affairs. trademark. attendance at trade shows. and any other confidential or proprietary information belonging to Company. Company processes or technical data relating to any Product. Representative will: Miscellaneous. (a) (b) as requested by Company. trade name or other intellectual property right owned this provide.8 Confidentiality. 2. Representative will keep confidential and not use or disclose at any time to any third party. offer for sale or solicit sales of any products which are competitive with any Products offered by Company. invest in a competitor of Company . except as may be required in connection with Representative’s performance of its obligations under this Agreement. support Company‘s marketing and promotion activities in the Territory by. promotion. but not limited to. sell. 2. firm name or style of Representative. not make any additional representations and warranties with regard to Company products. and permit any of its employees to perform services. (a) (b) (c) (d) 2. in addition. insignia or other commercial symbol or used by Company other than the Marks. . among other things. or in connection with the advertisement. information relating to Product prices or discounts. sale or solicitation for sale of any Product from any place of business or facility located outside of the Territory. any information furnished by or obtained from Company including. as an employee or independent contractor. trade. title. for a competitor of Company . logo. as an employee or independent contractor. perform services. Product specifications.8 and Representative will be responsible for its employees compliance thereto. for a competitor of Company.refrain from using any Marks as part of any corporate. label. and (b) of Company of which Representative becomes aware as well as any claim of infringement of any intellectual property right against Company or Representative.10 Representative will not: promptly notify Company in writing of any possible infringement by any third party of any trademark.9 Non-Competition. slogan. and refrain from using in any way.
Company will pay Representative a commission on the following orders for Products which are received by Company and accepted by it. Section 3 Obligations of Company Company will: (a) (b) (c) provide Representative with the quantities of Company‘s promotional literature as Company deems appropriate. Section 4 Orders Solicited by Representative 4. refer customer complaints to Company. 4. with any of the terms and conditions or warranties to be established by Company. and provide such other assistance as Company deems reasonable and appropriate.1 In General. As compensation to Representative for services rendered hereunder. notify Representative in writing of any changes in suggested prices of Products at least _____ (___) days prior to being implemented by Company.1 Submission of Orders by Representative.(c) (d) (e) (f) refer inquiries for Company products from outside the Territory to Company. free of charge. and will be confirmed in writing by Company. Representative may not solicit any sale of Products upon terms or conditions or warranties which differ.2 Sales Terms. which may be sent by electronic mail or fax. Section 5 Compensation 5. in any respect. and meet annual sales quotas as established by Company. maintain general liability insurance in connection with the services provided under this Agreement. All orders for Products obtained by Representative will be submitted to Company in writing. or orders that Representative has specifically identified in writing to Company . from customers in the Territory during the term of this Agreement: (a) (b) orders which are forwarded by the Representative to Company.
if as to such order: (i) (ii) (iii) 5.8 any applicable governmental law or regulation prohibits or makes improper the payment of any commission. No commission will be due and owing to Representative by Company on any sale of Product by Company for which full payment has not been received. or the value of insurance premiums. Representative will so notify Company in writing. Manner of Remittance Not Contrary to Applicable Law.7 Taxes. interest. by way of commission or otherwise. Amount of Compensation. any customer makes it a condition that no commission. dollars at the Representative’s place of business listed on Schedule A. 5. Manner of Payment. The commission provided for in Section 5.2 will be paid to Representative within _____ (___) days of receipt by Company of full payment from a customer upon which a commission is to be calculated as owing to Representative. or like services. export. import. and allowances). or payment be made to a sales representative. 5. Any federal. No commission will be paid on the value of technical. or any action has been taken by the Representative in violation of its commitments set forth in Section 6. or local taxes attributable to commissions remitted to Representative under this Agreement will be paid by the Representative. The commission for each order will be equal to ___% of the net sales price of the Products (invoice price exclusive of any shipping. Non-Compensable Orders.3 Time of Payment. fee. In the event any such law or regulation at any time requires remittance in some other manner. such commission may be warranted by Representative’s efforts resulting in such orders.S. in the absolute judgment of Company. state. fee. Non-Compensable Items. sales and value added taxes and duties. project management.4 5.2 trade discounts. construction. or other payment to a sales representative. installation. uncollectible accounts. inland freight.5 5. insurance. state. or local law or regulation of either the Territory or the Representative’s principal place of business. escalation. No compensation. or other charges which may be included in Company invoice.as being forthcoming directly from a customer in the Territory when.6 5. will be due Representative in connection with an order on which a commission would otherwise by payable. Representative represents to Company that the manner or remittance provided for in this Agreement is not contrary to applicable federal. export transportation. 5. bond or guarantee fees. and net of returns. handling. . Compensation will be paid in U.
4. The term of this Agreement may be extended in writing for ____ additional _____-year term by Company at any time before its expiration or termination. Representative will defend.9 Representative’s Expenses. Section 7 Term of Agreement 6. . Section 6 Compliance with Law 6. or the performance of this Agreement.1 who. law. Indemnification by Representative. Without limiting any other rights or remedies of Company under this Agreement. successors and assigns harmless form and against all claims. after which renewal period the term of this Agreement will expire without any further action or notice required by either party. employees.2 7. losses. Representative will not take any action which would cause Company to be in violation of any such statute. attorney’s and accountant’s fees and all disbursements. rule or regulation. and local statutes. If Representative is successful in obtaining an order within the Specified Period. without limitation. provided that. indemnify and hold Company and its officers. liabilities and expenses including. laws. In General. state.2 Extension. 7. or any injury or property damage caused to Company by Representative or its employees. Representative will be solely responsible for all of its expenses in the performance of this Agreement.1 In General.5. in the case of any breach capable of being cured.3 Termination For Cause: Days’ Notice. Company may terminate this Agreement by not less than _____ days’ prior written notice to Representative on the occurrence of a breach by Representative. The term of this Agreement is one year after which it will automatically expire except that Representative will have a period of _____days (“Specified Period”) after the date of termination to complete its solicitation of orders from any customer prior to the date of termination. Representative will be entitled to its compensation as provided in Section 5. arising at any time out of any breach of any obligation of Representative under this Agreement. Representative will comply and render all assistance necessary to enable Company to comply with all federal. Representative must notify Company on or before the termination date of the customers who received such quotations and from whom Representative intends to continue to solicit orders during the Specified Period. except for any breach of this Agreement covered by Section 7. received quotations for the sale of Products from Company. 7. Company related to the solicitation of sales of Products hereunder. damages. rules and regulations which may be applicable to Representative or.
unethical. which renders void or unenforceable any of Company‘s rights or Representative’s obligations under this Agreement. Representative fails to maintain insurance coverage as specified in Section 2.5 Appointment of Other Representatives. In the event of any termination of this Agreement Company may. Representative conducts itself in an unprofessional. or in a manner that discredits Company. appoint other commissioned sales representatives to solicit sales of Products to customers located in all or any portion of the Territory. heretofore or hereafter furnished by Representative to Company. upon written notice of the breach to the Representative. report or other writing. character and standing of Company. Exercise of Rights.Company will not terminate this Agreement unless and until Representative has failed to cure same within _____ days after written notice of the breach. 7. The death or incapacity of Representative. certificate. Any assignment or attempted assignment by Representative of all or any portion of [his/her] rights or obligations under this Agreement.6 . The exercise by Company of any rights under this Section 7 will be without prejudice to any other rights that Company may have at law or in equity.10(d). under this Agreement or otherwise. rules or regulations. Company may terminate this Agreement immediately on written notice to Representative upon the occurrence of any of the following events: (i) (ii) (iii) Representative’s repetition of a breach of this Agreement which is the same or substantially the same as any breach previously made by Representative.9. or in a manner that is detrimental to the reputation. Any change in the ownership or control of the Representative. (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) 7. Promulgation of any applicable laws. schedule. 7.4 For Cause: Immediate Termination.8. or fraudulent manner. or the issuance of any order by any court or other tribunal. or Representative is convicted of a felony. The discovery of any material inaccuracy of any information set forth in any application. Any breach by Representative of Section 2. Any breach by Representative of Section 2.
Representative will return any property of Company then in Representative’s possession together with all manuals. Termination will not release or affect. trademark. trade name.2 8. insignia. Immediately after the effective date of expiration or termination. as well as any name. Representative may submit orders for Products to Company at any time prior to termination of this Agreement.7 Provisions Surviving Termination. Return of Property. and Representative’s obligations under Section 6. Representative will not have any claim against Company for compensation in connection with any order which is not fulfilled as a result of the provisions of this Section 8. signs and other materials of any kind previously supplied Representative by Company .1 In General. If requested by Company. the following provisions will survive the termination of this Agreement: (a) (b) (c) Representative’s obligations under Section 2.3 to 8. reproductions and translations thereof. 8. price lists. Representative will immediately cause all use of any Marks. commercial symbol or anything else which would be likely to lead to confusion or uncertainty as to whether. Representative’s obligations under Section 2. Cessation of Representation. mailing lists. reference books. provided. that all indebtedness of Representative to Company of any kind will become immediately due and payable on the effective date of termination. including all copies. Representative is affiliated with Company. any obligations or liabilities incurred by Representative or Company prior to the effective date of the termination. No Commissions will be paid to Representative until all Company property is returned as set forth above. title.7. kits. Notwithstanding the foregoing. and this Agreement will remain fully operative as to.9. Section 8 Rights and Duties Upon Termination 8. Representative will notify its customers and others that he has ceased to be a sales representative for Products. books.4 Submission of Orders. or make it appear that. Section 9 Resolution of Disputes . pamphlets. slogan. and Company may deduct from any sums it owes Representative any sum owed by Representative to Company.2.8. which orders may be accepted or rejected by Company as provided in Section 4. bulletins. only for a period of _____ (___) year from the date of termination.
including reasonable attorney’s fees. and if an award is made to any claimant which is ____% greater than any amount offered in writing by the opposing party settlement of the claim. In the event of any conflict between this Agreement and those rules. and each will share equally the fees and expenses of the third arbitrator. Service of Documents. each party will pay all fees and expenses of the arbitrator selected by that party. Representative and Company submit themselves to the jurisdiction of the Court of ____________. as well as all costs of arbitration.2 9.3 . ___________. or related to. Except as set forth in this Section 9.9. as well as all the costs of arbitration. then that arbitrator will be appointed by the AAA. Arbitration Procedures. this Agreement governs. in accordance with AAA Rules. 9. this Agreement will be finally settled by arbitration. This Agreement will be governed by the laws of the State of _______ except for provisions related to conflicts of law. then the opposing party will pay all of the claimant’s costs and expenses incurred in the arbitration. In the event of any litigation arising out of. then the claimant will pay the opposing party’s costs and expenses incurred in the arbitration.3. Upon written notice by the claimant party to the other party of the claimant’s intention to arbitrate.2 In General. dollars.3 in 10. or related to this Agreement. or the amount of the award is ____% less than any amount offered in settlement. The decision of a majority of the three arbitrators must contain written reasons and will be final and incontestably binding on the parties and not subject to any rights of appeal. each party will select an arbitrator within 10 days of the notice. or if the opposing party has made no offer of settlement. and within 15 days after their selection. Section 11 10. Any disputed claim arising out of. the arbitrators will select a third arbitrator. Any documents required to be served on either party for any purpose in connection with this Agreement may be served in any manner provided for in Section 11. If no award is made to claimant. The arbitration will be administered by the American Arbitration Association (“AAA”) and conducted in __________.1 Arbitration.S. Jurisdiction. Both Representative and Company will not seek to avoid the jurisdiction of such court by moving for forum non conveniens.1 10. who will serve as chair. All awards made pursuant to any arbitration proceeding conducted hereunder will be in U. If any arbitrator is not appointed within these time limits. Arbitration Awards. including reasonable attorney’s fees. and the three arbitrators will hear and decide the controversy. Judgment on any award may be entered by any court of competent jurisdiction. including all AAA fees and charges and the fees and expenses of all arbitrators.
and supersedes and cancels all prior agreements. oral or implied. Except as otherwise provided in Section 7. whether similar or dissimilar to the foregoing. fire. will not be construed as a waiver of any such provisions or the relinquishment of any such rights. 11. embargo. 11. expressed or implied. or to take advantage of any of its rights hereunder. civil commotion. constitutes the entire agreement between the parties concerning the subject matter hereof. delay in transportation or delivery. and the same will continue and remain in full force and effect. Representative will not sign Company name of the name of any partner. riot. 11.2 Acts Beyond Company‘s Control. accident. officer. The failure or delay of either party to insist in any one or more instances upon performance of any of the provisions of this Agreement. will be binding on any party unless evidenced by an instrument in writing duly signed by an authorized representative of the party to be bound. including Schedule A. mail.6 Severability. electronic mail or fax copy to Representative or Company as the case may be. or other agent of Company to any instrument or other document. 11. any of its obligations under this Agreement if the delay or failure is caused by any strike. understandings and discussions between the parties. postage prepaid. employee. war or any other cause. No modification. This Agreement. or any provision hereof. beyond Company control. governmental action.5 Failure to Exercise Rights.1 to create or assume in any manner any obligation of any kind on behalf of Company.S. rescission or waiver of this Agreement.4 Entire Agreement. amendment. lockout. Independent Contractor. Representative will act only as an independent contractor under this Agreement and will have no power. right or authority. any provisions of this Agreement which is invalid or unenforceable under applicable law or any court decree will be ineffective to the extent of the invalidity or unenforceability without in any way right . 11. or any failure to perform. at the respective addresses set forth in this Agreement. shortage of materials. whether written. No single or partial exercise by either party of any right or remedy will preclude other or further exercise thereof or the exercise of any other or remedy. act of God. Company will not be liable for any delay in the performance of. Representative is in no respect an employee or a legal representative of Company and Representative will not hold himself out as such for any purpose.3 Notices. or such other address for which notice was given in the manner provided herein. Any notice to be served or given hereunder will be deemed to have been given when delivered personally or sent by certified or registered U.Miscellaneous Provisions 11.
REPRESENTATIVE (Name) (Street) (City) (State. IN WITNESS WHEREOF. Zip Code) (Describe Representative’s legal status) 2. Company Representative SCHEDULE A 1. MARKS 3. effective on the date first above written. TERRITORY .invalidating or affecting the remaining provisions of this Agreement. Representative and Company have executed this Agreement.
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